Edward Pesicka
OMIAbout Edward A. Pesicka
Edward A. Pesicka is President & Chief Executive Officer of Owens & Minor, Inc., and a director since 2019; he has served as CEO since March 2019 and is age 58 . His background spans senior commercial and finance leadership at Thermo Fisher Scientific (Chief Commercial Officer; divisional CFO roles), preceded by finance roles at TRW and auditing at PwC . Under his leadership, OMI reported 2024 revenue of $10.7B, adjusted operating income of $313M, adjusted EBITDA of $523M, and adjusted EPS of $1.53, with debt reduction and operating cash flow of $161M; the company advanced strategic initiatives including the definitive agreement to acquire Rotech Healthcare, an operating model realignment program, and a Google Cloud partnership . OMI’s long‑term incentives embed a three‑year cumulative adjusted EPS target with a relative TSR modifier for alignment to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Fisher Scientific Inc. | Chief Commercial Officer & SVP; President, Customer Channels; President, Research Market; divisional CFO roles | 2000–2015 | Led commercial strategy and customer channels; finance leadership across divisions supporting growth and operational execution in healthcare/life sciences distribution . |
| TRW, Inc. | Finance roles | 8 years | Corporate finance experience in a diversified industrial context . |
| PricewaterhouseCoopers | Auditor | 3 years | Foundational audit and financial reporting experience . |
External Roles
| Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| Fortrea | Director | Audit; Management Development & Compensation | Public company board service, governance and human capital oversight . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 974,954 | 1,000,000 | 1,150,000 (increase effective 2024) |
| Target Annual Bonus (% of salary) | Increased from 125% to 130% (2022 decision) | 145% (pre‑2024 change) | 150% (increase approved; paid March 2025) |
| Actual Annual Bonus Paid ($) | 273,000 | 1,450,000 | 1,725,000 |
Notes: In 2024, the CEO’s total target compensation mix was 72% long‑term and 28% short‑term, with 89% performance‑based .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | AIP Achievement |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 20% | 10,302 | 10,844 | 11,386 | 10,700 | 87% |
| Adjusted Operating Income (AOI) ($mm) | 60% | 300 | 315 | 330 | 314 | 96% |
| OMR Program AOI Benefit ($mm) | 20% | 55 | 75 | 95 | 80 | 125% |
| Overall funding | — | — | — | — | — | 100% of target |
MBOs may modify awards ±35%; for 2024, CEO’s award reflected 100% payout of target .
Long‑Term Incentives (LTI) – 2024 Grants
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting / Performance | Payout Range |
|---|---|---|---|---|---|
| RSUs | Mar 1, 2024 | 148,134 | 3,650,022 | Time‑based, vest ratably over 3 years; vesting commencement Mar 20, 2024 | n/a |
| PSUs | Mar 1, 2024 | 148,134 (target) | 4,183,304 | 3‑year cumulative adjusted EPS (2024–2026) with relative TSR modifier; 0–200% earnout | 0–200% |
Prior PSU performance: The 2022 PSU cycle (2022–2024) earned 0% due to cumulative adjusted EPS of $5.61 versus an $11.28 target, resulting in forfeiture of those PSUs .
Stock Vested in 2024
| Metric | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| CEO stock awards vested in 2024 | 229,995 | 5,220,989 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,199,345 shares; 1.55% of outstanding (as of Mar 19, 2025) . |
| Unvested RSUs (12/31/2024) | 284,976 shares; market value $3,724,636 (@$13.07 closing price) . |
| Outstanding PSUs at target (12/31/2024) | 384,696 shares; indicative market value $5,027,977 (@$13.07) . |
| Stock Options | None outstanding; OMI does not currently grant options . |
| Ownership Guidelines | CEO 6.0x base salary; tenured NEOs meet/exceed; hedging and pledging prohibited . |
| 2024 Perquisites | $38,012 incremental cost for corporate aircraft use; tax planning benefit up to $15,000; no tax gross‑ups . |
Note: Insider selling pressure assessment requires Form 4 review; OMI prohibits hedging/pledging which generally mitigates alignment risks . Shares vesting in 2024 are disclosed above; disposition decisions are not disclosed here .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreements | OMI does not have employment agreements with executive officers . |
| Clawback | Incentive compensation and time‑vesting equity awards subject to recoupment upon restatement; policy aligned to NYSE/SEC rules . |
| Non‑Compete / Non‑Solicit | Required under severance/CIC arrangements for specified periods; confidentiality provisions apply . |
| Severance (non‑CIC) | Officer Severance Policy provides 1.5x (raised to 2.0x on Feb 27, 2025) salary + lower of average actual bonus or target over prior 3 years; 18 months (raised to 24 months) COBRA employer share; outplacement and tax prep; restrictive covenants . |
| Change‑in‑Control (CIC) | Double‑trigger; no excise tax gross‑ups; cash severance 2.0x salary+target bonus increased to 3.0x on Feb 27, 2025; COBRA employer share increased to 3 years; pro‑rata annual bonus; equity vesting per plan rules . |
| Equity Vesting on CIC | 2023 Plan: accelerated vesting if not assumed; performance awards earned at greater of target or actual at CIC date; if assumed, vest on qualifying termination within 24 months (double‑trigger) . |
CEO Potential Payments (illustrative, as of 12/31/2024)
| Scenario | Cash Severance ($) | COBRA/Welfare PV ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination Without Cause | 3,726,500 | 32,703 | 1,630,012 | 5,389,215 |
| Involuntary or Good Reason Termination after CIC | 4,968,667 | 34,916 | 8,752,613 | 13,756,195 |
| Disability | 2,315,333 | — | 1,630,012 | 3,945,345 |
| Death | — | — | 3,724,636 | 3,724,636 |
Board Governance
- Role and independence: Pesicka is a non‑independent director and member of the Executive Committee; all other directors are independent; only independent directors serve on Audit, Governance & Nominating, and Our People & Culture Committees .
- Chair separation and lead independent director: OMI currently separates Chair and CEO; Chair is independent; guidelines provide for a lead independent director if Chair is not independent .
- Committee structure: Executive Committee (limited powers; did not meet in 2024), Audit (7 meetings; chair is an “financial expert”), Governance & Nominating (4), Our People & Culture (7) .
- Attendance: The Board held 21 meetings in 2024; all directors attended at least 75% of Board and committee meetings .
Director Compensation (employee director)
Employee directors (including the CEO) do not receive additional compensation for Board service; director retainers apply only to non‑employee directors .
Compensation Peer Group
| Peer Companies (2024) |
|---|
| Baxter International Inc.; Boston Scientific Corporation; C.H. Robinson Worldwide, Inc.; DENTSPLY SIRONA Inc.; Henry Schein, Inc.; Hologic, Inc.; Patterson Companies, Inc.; Quest Diagnostics Incorporated; ResMed Inc.; Select Medical Holdings Corporation; STERIS plc; WESCO International, Inc.; Zimmer Biomet Holdings, Inc. |
OMI generally targets the 50th percentile of the peer group for total compensation, with pay moving above/below based on company and individual performance .
Say‑on‑Pay & Shareholder Feedback
- Advisory approval rates: 96% (2022), 97% (2023), 98% (2024) .
- 2024 vote detail: 66,163,767 “FOR”; 1,381,531 “AGAINST”; 60,198 “ABSTAIN”; broker non‑votes 3,113,777 .
- Ongoing investor engagement is highlighted in OMI’s governance and shareholder outreach disclosures .
Performance & Track Record Highlights
- 2024 outcomes: Revenue $10.7B; AOI $313M; adjusted EBITDA $523M; adjusted EPS $1.53; operating cash flow $161M; reduced total debt by $244M and net debt by $50M .
- Strategic initiatives: Operating Model Realignment program; definitive agreement to acquire Rotech Healthcare Holdings for $1.36B; partnership with Google Cloud .
Equity Award Structure and Vesting Specifics
- RSUs: Time‑based awards vest ratably over 3 years; 2024 CEO RSUs vest starting Mar 20, 2024; earlier cycles (e.g., 2023) vest from May 15 of the grant year .
- PSUs: Three‑year performance period; cumulative adjusted EPS with relative TSR modifier; earnout 0–200%; 2023 cycle covers 2023–2025; 2024 cycle covers 2024–2026 .
- 2022 PSU cycle earned 0% (forfeited) due to under‑target cumulative adjusted EPS .
Employment & Retention Considerations
- No employment agreement; at‑risk LTI design with multi‑year performance period supports retention .
- Severance/CIC protections are double‑trigger and market‑aligned; severance multipliers increased in 2025, enhancing retention but adding potential change‑of‑control economics .
- Ownership guidelines (6x salary for CEO) and hedging/pledging prohibitions strengthen alignment; CEO exceeds guideline .
Related Party Transactions
OMI reports no related party transactions requiring disclosure in the 2025 proxy statement .
Investment Implications
- Pay‑for‑performance linkage is strong: AIP metrics (Revenue/AOI/OMR AOI benefit) funded at 100%; PSUs tied to adjusted EPS with a relative TSR modifier; prior PSU forfeitures (2022 cycle) demonstrate downside sensitivity .
- Alignment and retention: CEO ownership (1.55% outstanding) and 6x salary ownership guideline, with prohibitions on hedging/pledging, reduce misalignment risk; multi‑year vesting supports retention .
- Change‑of‑control economics: 2025 increases to CIC multiplier (3.0x) and COBRA period could raise transaction costs, but double‑trigger structure and no tax gross‑ups mitigate governance concerns .
- Near‑term selling pressure: 2024 vestings (229,995 shares) are disclosed; absent Form 4 review, conclude that vesting creates potential liquidity events around tax settlements but no pledging/hedging risk flags are present .
- Execution track record: 2024 operating metrics and strategic actions (OMR program, Rotech acquisition agreement) suggest focus on profitability and cash generation; continued PSU use with TSR modifier aligns long‑term incentives to value creation .